Airship AI Holdings, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. AIRSHIP AI HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As of September 30, 2025 and December 31, 2024 September 30, 2025 December 31, 2024 (1) ASSETS Unaudited CURRENT ASSETS: Cash and cash equivalents $ 5,755,661 $ 11,414,830 Accounts receivable, net of allowance for credit losses of $ 0 1,247,321 1,226,757 Prepaid expenses and other 31,431 17,883 Total current assets 7,034,413 12,659,470 OTHER ASSETS Other assets 160,528 165,960 Operating lease right of use asset 908,029 882,024 TOTAL ASSETS $ 8,102,970 $ 13,707,454 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable - trade $ 339,468 $ 759,480 Advances from founders - 1,300,000 Accrued expenses 45,819 51,649 Current portion of operating lease liability 427,498 305,178 Deferred revenue- current portion 4,652,485 3,238,483 Total current liabilities 5,465,270 5,654,790 NON-CURRENT LIABILITIES: Operating lease liability, net of current portion 539,375 638,525 Warrant liability 27,822,380 34,180,618 Earnout liability 11,607,790 23,304,808 Deferred revenue- non-current 2,749,263 2,951,850 Total liabilities 48,184,078 66,730,591 COMMITMENTS AND CONTINGENCIES (Note 9) STOCKHOLDERS' DEFICIT: Preferred stock - no par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024 - - Common stock - $ 0.0001 par value, 200,000,000 shares authorized, 32,013,300 and 30,588,413 shares issued and outstanding as of September 30, 2025 and December 31, 2024 3,198 3,056 Additional paid in capital 28,507,356 21,918,867 Accumulated deficit ( 68,580,783 ) ( 74,941,590 ) Accumulated other comprehensive loss ( 10,879 ) ( 3,470 ) Total stockholders' deficit ( 40,081,108 ) ( 53,023,137 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 8,102,970 $ 13,707,454 (1) Derived from the audited consolidated balance sheet. The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents AIRSHIP AI HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three and nine months ended September 30, 2025 and 2024 (Unaudited) Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Unaudited Unaudited Unaudited Unaudited NET REVENUES: Product $ 218,568 $ 1,730,521 $ 4,989,261 $ 16,525,515 Post contract support 956,042 1,137,128 3,784,989 3,318,180 Other services 2,840 - 53,118 - 1,177,450 2,867,649 8,827,368 19,843,695 COST OF NET REVENUES: Cost of Sales 203,182 285,448 3,406,130 9,381,244 Post contract support 337,001 428,820 1,000,109 1,174,737 Other services 33,431 - 49,772 - 573,614 714,268 4,456,011 10,555,981 GROSS PROFIT 603,836 2,153,381 4,371,357 9,287,714 RESEARCH AND DEVELOPMENT EXPENSES 753,229 1,073,735 2,213,182 2,471,872 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,717,388 2,667,130 8,761,194 8,829,544 TOTAL OPERATING EXPENSES 3,470,617 3,740,865 10,974,376 11,301,416 OPERATING LOSS ( 2,866,781 ) ( 1,587,484 ) ( 6,603,019 ) ( 2,013,702 ) OTHER INCOME (EXPENSE) : Gain (loss) from change in fair value of earnout liability 3,892,874 5,511,961 6,414,894 ( 1,095,962 ) Gain (loss) from change in fair value of warrant liability 5,331,239 2,471,186 6,358,238 ( 2,833,558 ) Gain (loss) from change in fair value of convertible debt - 370,548 - ( 141,636 ) Loss on note conversion - ( 434,797 ) - ( 593,591 ) Interest income (expense), net 52,541 ( 133,824 ) 190,694 ( 587,149 ) Other expense - 16,366 - ( 22,922 ) Total other income (expense), net 9,276,654 7,801,440 12,963,826 ( 5,274,818 ) INCOME (LOSS) BEFORE PROVISON FOR INCOME TAXES 6,409,873 6,213,956 6,360,807 ( 7,288,520 ) Provision for income taxes - - - - NET INCOME (LOSS) 6,409,873 6,213,956 6,360,807 ( 7,288,520 ) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency income (loss), net - 354 ( 7,409 ) 9,338 TOTAL COMPREHENSIVE INCOME (LOSS) $ 6,409,873 $ 6,214,310 $ 6,353,398 $ ( 7,279,182 ) NET INCOME (LOSS) PER SHARE: Basic $ 0.20 $ 0.25 $ 0.20 $ ( 0.31 ) Diluted $ 0.15 $ 0.17 $ 0.15 $ ( 0.31 ) Weighted average shares of common stock outstanding Basic 31,970,364 24,696,425 31,850,348 23,609,189 Diluted 41,972,357 35,445,694 41,672,396 23,609,189 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents AIRSHIP AI HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited) Common Common Additional Other Total Stock Stock Paid in Accumulated Comprehensive Stockholders' $ Capital Deficit Income (Loss) Deficit Balance as of January 1, 2024 22,812,048 $ 2,281 $ - $ ( 17,476,700 ) $ ( 12,808 ) $ ( 17,487,227 ) Stock-based compensation - - 268,989 - - 268,989 Issuance of common stock for prior period services 15,000 - - - - - Issuance of common stock for conversion of debt 169,204 17 835,593 - - 835,610 Issuance of common stock for exercise of warrants 162,867 16 293,233 - - 293,249 Foreign currency translation gain - - - - 3,239 3,239 Net loss - - - ( 31,964,469 ) - ( 31,964,469 ) Balance as of March 31, 2024 23,159,119 2,314 1,397,815 ( 49,441,169 ) ( 9,569 ) ( 48,050,609 ) Stock-based compensation - - 261,636 - - 261,636 Issuance of common stock for services 50,000 5 198,495 - - 198,500 Issuance of common stock for exercise of warrants 100 - 800 - - 800 Issuance of common stock for stock options exercise 294,448 29 146,943 - - 146,972 Issuance of common stock for debt interest payment 232,360 23 1,008,400 - - 1,008,423 Foreign currency translation gain - - - - 5,745 5,745 Net income - - - 18,461,995 - 18,461,995 Balance as of June 30, 2024 23,736,027 2,372 3,014,089 ( 30,979,174 ) ( 3,824 ) ( 27,966,537 ) Stock-based compensation - - 273,170 - - 273,170 Stock based compensation- warrants - - 284,478 - - 284,478 Issuance of common stock for stock options exercise 30,000 3 49,197 - - 49,200 Issuance of common stock for conversion of debt 305,961 30 934,766 - - 934,796 Issuance of common stock and warrants for offering, net 2,882,883 288 7,289,712 - - 7,290,000 Foreign currency translation gain - - - - 354 354 Net income - - - 6,213,956 - 6,213,956 26,954,871 $ 2,693 $ 11,845,412 $ ( 24,765,218 ) $ ( 3,470 ) $ ( 12,920,583 ) Balance as of January 1, 2025 30,588,413 3,056 21,918,867 ( 74,941,590 ) ( 3,470 ) ( 53,023,137 ) Stock-based compensation - - 428,286 - - 428,286 Issuance of common stock for exercise of warrants 13,200 1 59,399 - - 59,400 Issuance of common stock for stock options exercise 81,952 8 43,193 - - 43,201 Issuance of common stock for earnout shares 1,160,906 117 5,282,008 - - 5,282,125 Foreign currency translation loss - - - - ( 7,409 ) ( 7,409 ) Net income - - - 23,707,985 - 23,707,985 Balance as of March 31, 2025 31,844,471 3,182 27,731,753 ( 51,233,605 ) ( 10,879 ) ( 23,509,549 ) Stock-based compensation - - 372,139 - - 372,139 Issuance of common stock for exercise of warrants 100 - 450 - - 450 Issuance of common stock for stock options exercise 64,525 6 14,615 - - 14,621 Net loss - - - ( 23,757,051 ) - ( 23,757,051 ) Balance as of June 30, 2025 31,909,096 $ 3,188 $ 28,118,957 $ ( 74,990,656 ) $ ( 10,879 ) $ ( 46,879,390 ) Stock-based compensation - - 355,420 - - 355,420 Issuance of common stock for exercise of warrants 2 - - - - - Issuance of common stock for stock options exercise 104,202 10 32,979 - - 32,989 Net income - - - 6,409,873 - 6,409,873 Balance as of September 30, 2025 32,013,300 $ 3,198 $ 28,507,356 $ ( 68,580,783 ) $ ( 10,879 ) $ ( 40,081,108 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents AIRSHIP AI HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine months ended September 30, 2025 and 2024 (Unaudited) Nine Months Ended September 30, 2025 September 30, 2024 Unaudited Unaudited CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 6,360,807 $ ( 7,288,520 ) Adjustments to reconcile net income (loss) to net cash used in operating activities Depreciation and amortization - 1,861 Stock-based compensation 1,155,845 1,088,275 Amortization of operating lease right of use asset 278,334 174,914 Issuance of common stock for services - 198,500 Noncash interest expense - 520,758 (Gain) loss from change in fair value of warrant liability ( 6,358,238 ) 2,833,558 (Gain) loss from change in fair value of earnout liability ( 6,414,894 ) 1,095,962 Loss from change in fair value of convertible note - 141,636 Loss on note conversion - 593,591 Changes in operating assets and liabilities: Accounts receivable ( 20,564 ) 527,042 Prepaid expenses and other ( 13,548 ) 132,512 Other assets 5,432 26,901 Operating lease liability ( 281,169 ) ( 132,525 ) Payroll and income tax receivable - 7,230 Accounts payable - trade and accrued expenses ( 425,841 ) ( 2,261,087 ) Deferred revenue 1,211,415 ( 2,058,893 ) NET CASH USED IN OPERATING ACTIVITIES ( 4,502,421 ) ( 4,398,285 ) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock and warrants for offering, net - 7,290,000 Proceeds from warrant exercise, net 59,850 294,049 Repayment of advances from founders ( 1,300,000 ) - Proceeds from stock option exercises 90,811 196,173 NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ( 1,149,339 ) 7,780,222 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 5,651,760 ) 3,381,937 Effect from exchange rate on cash ( 7,409 ) 9,338 CASH AND CASH EQUIVALENTS, beginning of period 11,414,830 3,124,413 CASH AND CASH EQUIVALENTS, end of period $ 5,755,661 $ 6,515,688 Supplemental disclosures of cash flow information: Interest paid $ - $ - Taxes paid $ - $ 2,410 Noncash investing and financing Issuance of common stock for debt conversion $ - $ 1,770,340 Issuance of common stock for debt interest payment $ - $ 487,642 Issuance of common stock for earnout shares $ 5,282,125 $ - Recognition of operating right-of-use asset $ 304,339 $ - Recognition of operating lease liability $ 304,339 $ - The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents AIRSHIP AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Organization Airship AI Holdings, Inc. (the “Company” or “Airship”) is a holding company incorporated in Delaware that executes business through its wholly owned subsidiary, Airship AI, Inc. (“Airship AI”). Prior to the formation of Super Simple AI, Inc. in 2022, the Company operated as Airship AI, Inc. (formerly known as JDL Digital Systems, Inc.). On March 7, 2023, Super Simple AI, Inc. changed its name to Airship AI Holdings, Inc. Super Simple AI, Inc. was formed in January 2022 through a share exchange with JDL Digital Systems, Inc. JDL Digital Systems, Inc. was incorporated under the laws of the State of Washington on June 30, 2003. On December 21, 2023, the Company completed the merger (the “Merger”) contemplated by the merger agreement (the “Merger Agreement”) dated as of June 27, 2023 and amended on September 22, 2023, by and among BYTE Acquisition Corp. (“BYTS”), BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of BYTS (“Merger Sub”), and Airship AI. Effective December 21, 2023, Merger Sub merged with and into Airship AI with Airship AI as the surviving corporation. Thus, Airship AI became a wholly-owned subsidiary of the Company. In connection with the Merger, Airship AI changed its name from “Airship AI Holdings, Inc.” to “Airship AI, Inc.” Fair Value Transactions in Connection with Merger As a result of the Merger, the Company entered into the following transactions that were measured at fair value and vary quarterly with the share price and other items. Any change is non-cash and is recorded as a gain or loss in other income (expense). See Note 13– Fair Value Measurements for more information. Liability as of Liability as of September 30, 2025 December 31, 2024 Earnout liability $ 11,607,790 $ 23,304,808 Warrant liability (Public Warrants) 26,962,330 33,124,868 Warrant liability (Private Warrants) 860,050 1,055,750 Total liabilities measured at fair value $ 39,430,170 $ 57,485,426 Business The Company is a robust AI-driven data management platform that solves complex data challenges for large institutions operating in dynamic and mission-critical environments with rapidly increasing volumes of data being ingested from a similarly rapidly growing number of data sources. The Company solves these challenges by structuring “dark” or unstructured data at the edge, the location at which the data is generated and collected, and leveraging purpose-built AI models. Unstructured, or “dark” data, which is typically categorized as qualitative data, cannot be processed and analyzed via conventional data tools and methods. Conversely, structured data, typically categorized as quantitative data, is highly organized and easily decipherable by machine learning algorithms. Structuring and then analyzing data using AI models at the edge, versus transmitting the data from the edge back to a central processing location for structuring and analysis, enables real-time decision making and data-driven operational efficiency. The Company specializes in ingesting all available metadata from edge-based sensors used by government and law enforcement agencies around the world, including surveillance cameras (video), audio, telemetry, acoustic, seismic, and autonomous devices, along with large commercial corporations with fundamentally similar capabilities and requirements. 7 Table of Contents Data generated by these edge-based sensors, including video, can then be run through the Company’s trained AI models to detect objects present within the video frame. Once an object is detected, for example an automobile, additional identifying characteristics of the object can be extracted from the image including the license plate characters and the make, model, and color of the automobile. This process of analyzing, logging and categorizing ingested data is referred to as “structuring” the data. Airship AI’s software allows customers to view structured data both in real-time as well as to conduct searches on the structured data at a later point in time. Real-time structured data use includes, for example, alarms on a specific license plate or a specific make, model or color of automobile. Non-real-time structured data use includes, for example, searching a database of video data that has been previously ingested and stored to find instances of a particular license plate being visible, along with other logged vehicle characteristics such as make, model and color of an automobile. Additional edge deployed AI models enable similar object detection and recognition of common and custom trained objects, such as an aircraft, boat, person, animal, bag, or weapon. Airship AI’s models provide similar data points for these object types allowing analysts the ability to be notified in real-time of the detection of a specified object and similarly search for historically detected objects. Examples include detecting aircrafts and boats along with their respective tail numbers and hull registration numbers. The Company’s AI modelling process starts with pre-trained AI models from its technology ecosystem partners which the Company then customizes using proprietary datasets tailored towards its customers’ unique workflow requirements. Where customers have pre-existing AI models or engines, the Company integrates those models or engines into its edge platform allowing customers to leverage proprietary models within the Airship AI software ecosystem. The Company’s primary offerings include Outpost AI, Acropolis, and Airship Command. Its offerings allow customers to manage their data across the full data lifecycle, when and where they need it, using a highly secure permissioned based architecture. The Company employed fifty six employees as of September 30, 2025. The employees are headquartered in Redmond, WA and are supported by a growing team at its Customer Center of Excellence located in Charlotte, NC. The Company employed nine research and development personnel in Taiwan as of September 30, 2025. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated. The Company has prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company believes that all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending December 31, 2025. 8 Table of Contents Functional Currency The Company’s reporting currency is the U.S. Dollar. The Company’s functional currency for U.S. operations is the U.S. Dollar. The operations of Zeppelin Worldwide, Inc. and its subsidiary, Zeppelin Taiwan, Ltd. (together “Zeppelin”) use the Taiwan Dollar as its functional currency. At each period end, Zeppelin’s balance sheet is translated into U.S. Dollars based upon the period end exchange rate, while their statements of operations and comprehensive income (loss) and statements of cash flows are translated into U.S. Dollars based upon an average exchange rate during the period. Cash and Cash Equivalents The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $ 250,000 . The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. Revenue Recognition and Deferred Revenue The Company primarily generates revenue from sales of systems and products and the related post contract support to customers. The Company’s primary systems and products include Outpost AI, Acropolis and Airship Command. To date, the majority of the Company’s product revenue that has been recognized consists primarily of a bundled offering of hardware and software which delivers on premise solutions to its customers. Separate limited software subscription services have been delivered to customers including those customers that are able to operate in a cloud-based environment. The transaction price recognized as revenue represents the amount the Company expects to be entitled to and is primarily comprised of product revenue, net of returns and variable consideration, including sales incentives provided to customers. Payment is typically due within 30 to 90 calendar days of the invoice date. The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price, and (5) recognize revenue when or as the Company satisfies a performance obligation, as further described below. The Company generally provides a warranty to its customers for its software products and services. In the event that there is a failure of warranties in such agreements, the Company is generally obligated to correct the product or service to conform to the warranty provision as set forth in the applicable agreement, or, if the Company is unable to do so, the customer is entitled to seek a refund of the purchase price of the product and service (generally prorated over the contract term). For the three and nine months ended September 30, 2025 and 2024, the Company did not incur any significant warranty expenses and as such a warranty reserve was not considered necessary as of September 30, 2025 and December 31, 2024. Product Revenue Product revenue is derived primarily from sales of the Company’s system offerings, Outpost AI, Acropolis and Airship Command. The Company recognizes product revenue at a point in time when title transfers, when the products are shipped, or when control of the system is transferred to the customer, which usually is upon delivery of the system and when contractual performance obligations have been satisfied. Post Contract Support Revenue Post Contract Support (“PCS”) revenue is derived primarily from the Company’s support and software maintenance agreements (“SMA”). The Company’s PCS includes the right to receive, on a when and if available basis, future unspecified firmware upgrades and features as well as bug fixes, and email and telephone support. The Company allocates a portion of the transaction price to the PCS performance obligation based on a cost-plus methodology and recognizes the associated revenue on a straight-line basis over the estimated term of the support period. The Company’s support contracts are typically one to five years with an average of four years; payment is due within 30 to 90 calendars days of the invoice date and may include options to renew. For the three months ended September 30, 2025 and 2024, the Company recognized revenue of $ 230,991 and $ 95,120 , respectively, related to one-year support contracts. For the three months ended September 30, 2025 and 2024, the Company recognized revenue of $ 725,051 and $ 1,042,008 , respectively, related to multi-year support contracts. For the nine months ended September 30, 2025 and 2024, the Company recognized revenue of $ 902,257 and $ 234,717 , respectively, related to one-year support contracts. For the nine months ended September 30, 2025 and 2024, the Company recognized revenue of $ 2,882,732 and $ 3,083,464 , respectively, related to multi-year support contracts. 9 Table of Contents Contracts with Multiple Performance Obligations The Company’s contracts with customers often contain multiple performance obligations that can include three separate obligations: (i) a hardware component (which may be bundled with hardware accessories) and the embedded firmware essential to the functionality of the hardware component delivered at the time of sale; (ii) the right to the Company’s downloadable free application and software solutions, and (iii) the right for the customer to receive post contract support (“PCS”) after the initial sale. The Company’s products and PCS offerings have significant standalone functionalities and capabilities. Accordingly, the products are distinct from the Company’s PCS services as customers can benefit from the products without the PCS services and such PCS services are separately identifiable within the contracts. The Company accounts for multiple agreements with a single customer as a single contract if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single contract. The amount of consideration the Company expects to receive in exchange for delivering on the contract is allocated to each performance obligation based on its relative standalone selling price. The Company establishes the standalone selling price using the prices charged for a deliverable when sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price based on its pricing model and offering type (products or PCS services). The Company has elected the practical expedient to not assess whether a contract has a significant financing component as the Company’s standard payment terms are less than one year. The Company sells its products primarily through a direct sales force. The Company considers revenue to be earned when all of the following criteria are met: ☐ The Company has a contract with a customer that creates enforceable rights and obligations, ☐ Promised performance obligations are identified, ☐ The transaction price, or the amount the Company expects to receive, is determinable ☐ The transaction price is allocated to multiple performance obligations, and ☐ The Company has satisfied the performance obligations to the customer. Transfer of control is evidenced upon passage of title and risk of loss to the customer unless the Company is required to provide additional services. The Company’s short-term and long-term deferred revenue balances totaled $ 4,652,485 and $ 2,749,263 as of September 30, 2025. The Company’s short-term and long-term deferred revenue balances totaled $ 3,238,483 and $ 2,951,850 as of December 31, 2024. Of the deferred revenue balance of $ 6,190,333 as of January 1, 2025, the Company recognized $ 727,659 and $ 2,580,131 during the three and nine months ended September 30, 2025. Of the deferred revenue balance of $ 8,970,780 as of January 1, 2024, the Company recognized $ 933,675 and $ 3,061,613 during the three and nine months ended September 30, 2024. Accounts Receivable and Provision for Credit Losses The Company generally sells its products to large governmental entities and large corporations in the United States. Accounts receivable are recorded at invoiced amounts and are non-interest bearing. 10 Table of Contents The Company determines estimates of uncollectible accounts receivable based primarily on actual historical bad debt and sales return trends, customers’ financial condition and general economic conditions. The Company’s historical credit loss experience provides the basis for the estimation of expected credit losses, as well as current economic and business conditions, and anticipated future economic events that may impact collectability. In developing its expected credit loss estimate, the Company evaluated the appropriate grouping of financial assets based upon its evaluation of risk characteristics, including consideration of the types of products and services sold. Account balances are written off against the allowance for expected credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. Occasionally certain long-standing customers, who routinely place large orders, will have unusually large receivables balances relative to the total gross receivables. Management monitors the payments for these large balances closely and very often requires payment of existing invoices before shipping new sales orders. As of September 30, 2025 and December 31, 2024, the Company did not have a reserve for credit losses as all accounts receivable are considered collectible. Accounts receivable balances as of September 30, 2025, December 31, 2024 and January 1, 2024 were $ 1,247,321 , $ 1,226,757 and $ 1,648,904 , respectively. Concentration of Credit and Sales Risk The Company sells its product to commercial and government customers under agreements that are normally paid within 30 days of contract completion. For the nine months ended September 30, 2025, the Company had revenue from eighty nine customers and two customers represented 68 % of total revenue. The primary reason for the high level of customer concentration for the nine months ended September 30, 2025 was due to reliance on these two customers for the nine months ended September 30, 2025. As of September 30, 2025, one customer represents approximately 73 % of outstanding account receivables. Due to the nature of the customers and timely payment history, customer concentration and credit risk in account receivables is estimated to be minimal. For the nine months ended September 30, 2024, the Company had revenue from sixty eight customers and one customer represented 63 % of total revenue, although such a high level of customer concentration is not typical. The primary reason for the high level of customer concentration for the nine months ended September 30, 2024 was due to one large order received in late 2023 which was fulfilled in the nine months ended September 30, 2024. As of September 30, 2024, five customers represent approximately 21 %, 20 %, 16 %, 12 % and 11 % of outstanding account receivables. Due to the nature of the customers and timely payment history, customer concentration and credit risk in account receivables is estimated to be minimal. Inventory The Company’s purchase of inventory, primarily computer servers, is undertaken to match purchase orders received from customers. Upon receipt of inventory, the Company generally configures the servers and loads proprietary software onto the servers before shipping out. The Company holds inventory for a short period of time and as of September 30, 2025 and December 31, 2024, it had no inventory in stock. Inventory value is primarily material costs and is valued at the lower of cost (first in, first out method) or net realizable value. Long-Lived Assets The Company reviews its long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results. The Company recorded no impairment losses for the three and nine months ended September 30, 2025 and 2024. 11 Table of Contents Research and Development Expenses Research and development expenses consist of the cost of employees, consultants and contractors who design, engineer and develop new products and processes as well as materials, supplies and facilities used in producing prototypes. The Company’s current research and development efforts are primarily focused on improving the Company’s products. The Company is also actively involved in identifying new applications. The Company’s current internal team along with outside consultants have considerable experience working with the application of the Company’s technologies and their applications. The Company engages third party experts as required to supplement the Company’s internal team. The Company believes that continued development of new and enhanced technologies is essential to the Company’s future success. The Company incurred research and development expenses of $ 753,229 and $ 1,073,735 for the three months ended September 30, 2025 and 2024, respectively, on development activities. The Company incurred research and development expenses of $ 2,213,182 and $ 2,471,872 for the nine months ended September 30, 2025 and 2024, respectively, on development activities. Software Development Costs Costs incurred in the development of software programs for the Company’s products are charged to operations as incurred until technological feasibility of the software has been established. Generally, technological feasibility is established when the software module performs its primary functions described in its original specifications, contains features required for it to be usable in a production environment, is completely documented and the related hardware portion of the product is complete. After technological feasibility is established, any additional costs are capitalized. Capitalization of software costs ceases when the software is substantially complete and is ready for its intended use. No software development costs have been capitalized as of September 30, 2025 and December 31, 2024. Cost of Net Revenues Cost of net revenues for products includes components and freight. Cost of net revenues for post contract support and other services includes primarily the cost of personnel and personnel-related expenses to conduct implementations and ongoing client support. Advertising and Marketing Advertising costs are charged to selling, general and administrative expenses as incurred. Advertising and marketing costs for the three months ended September 30, 2025 and 2024 were $ 27,002 and $ 41,107 , respectively. Advertising and marketing costs for the nine months ended September 30, 2025 and 2024 were $ 251,918 and $ 130,428 , respectively. Shipping and Handling of Products Amounts billed to customers for shipping and handling of products are included in net revenues. Costs incurred related to shipping and handling of products are included in cost of revenues. Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 — Quoted prices in active markets for identical assets and liabilities; Level 2 — Inputs other than level one inputs that are either directly or indirectly observable; and Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement. 12 Table of Contents The Company initially recorded its senior secured convertible promissory notes, earnout liability (unvested earnout shares), and the warrants that were issued with the notes at fair value, remeasured on a recurring basis and considered them as Level 3 instruments. The public and private warrants were considered Level 1 and 2 instruments, respectively. The senior secured convertible promissory notes were converted to equity during the year ended December 31, 2024. The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses approximate the fair value of the respective assets and liabilities as of September 30, 2025 and December 31, 2024 are based upon the short-term nature of the assets and liabilities. The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net- cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). Derivative Liabilities and Earnout Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants and earnout shares to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net- cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). At the Merger closing, the Company assumed 515,000 private placement warrants and 16,184,612 public warrants. As of September 30, 2025, there were 515,000 private placement warrants and 16,145,108 public warrants outstanding. Upon consummation of the Merger, the Company evaluated the warrants and concluded that they did not meet the criteria to be classified within the stockholders’ deficit. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The initial estimated fair value of the warrants was measured using a Monte Carlo simulation. The subsequent estimated fair value of the public warrants is based on the listed price in an active market for such warrants while the fair value of the private placement warrants continues to be measured using a Monte Carlo simulation with the key inputs being directly or indirectly observable public warrants listed price. At the closing of the Merger, the Airship AI securityholders that hold shares of common stock of Airship AI, Airship AI options, Airship AI earnout warrants or Airship AI SARs had the contingent right to receive up to 5.0 million additional shares of common stock, subject to certain contingencies. These earnout shares have been categorized into two components: (i) the vested shares that are associated with stockholders with vested equity at the closing of the Merger that will be earned upon achievement of the earnout milestones and (ii) the unvested shares associated with stockholders with unvested equity at the closing of the Merger that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the earnout milestones. The earnout shares associated with vested shares are recognized as derivative liabilities in accordance with ASC 815-40, as the events that determine the number of earnout shares required to be released or issued, as the case may be, include events that were not solely indexed to the fair value of common stock of the Company. The earnout shares were measured at the Merger closing and subsequently measured at each reporting date until settled or when they met the criteria for equity classification. Accordingly, the Company recognizes the earnout shares as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The earnout shares were valued using a Monte Carlo analysis. 13 Table of Contents At the closing of the Merger, the earnout shares associated with unvested underlying shares were considered to be equity instruments and valued at approximately $ 2,675,000 . During the nine months ended September 30, 2025 and 2024, the Company stock-based compensation expense for the vesting of earnout shares was $ 401,283 . As of September 30, 2025, unrecognized compensation cost related to unvested earnout shares totaled $ 1,738,897 . The weighted average period over which this remaining compensation cost is expected to be recognized is 3.25 years. Derivative warrant and earnout shares liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of significant current assets or require the creation of current liabilities. Stock-Based Compensation The Company has share-based compensation plans under which employees, consultants, suppliers and directors may be granted restricted stock, stock appreciation rights, incentive stock options, nonqualified stock options, unvested earnout shares and warrants to purchase shares of common stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date and the fair value of the award is recognized as an expense, over the requisite service period which is generally the vesting period. The Company adjusts stock-based compensation for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate is recognized in the period the forfeiture estimate is changed. Income Taxes Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The Company’s ability to realize deferred tax assets depends upon future taxable income, as well as the limitations discussed below. For financial reporting purposes, a deferred tax asset must be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized prior to expiration. The Company considers historical and future taxable income, future reversals of existing taxable temporary differences, taxable income in prior carryback years, and ongoing tax planning strategies in assessing the need for valuation. Comprehensive (Loss) Gain Comprehensive (Loss) Gain is defined as the change in equity of a business during a period from non-owner sources. There was other comprehensive gain of $ 0 and $ 354 , respectively, related to foreign exchange translation for the three months ended September 30, 2025 and 2024, respectively. There was other comprehensive loss of $ 7,409 and a gain of $ 9,338 related foreign exchange translation for the nine months ended September 30, 2025 and 2024, respectively. Going Concern Assessment The Company applies Accounting Standards Codification 205-40 (“ASC 205-40”), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which the Financial Accounting Standards Board (“FASB”) issued to provide guidance on determining when and how reporting companies must disclose going concern uncertainties in their consolidated financial statements. ASC 205-40 requires management to perform assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s consolidated financial statements (or within one year after the date on which the consolidated financial statements are available to be issued, when applicable). Further, a company must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern” and management plans to alleviate the going concern. In November 2025, the Company analyzed its cash requirements and operations at least through November 2026 and has determined that, based upon the Company’s current available cash and operations, the Company has no substantial doubt about its ability to continue as a going concern. 14 Table of Contents Use of Estimates In preparing these consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in the Company’s consolidated financial statements relate to the calculation of revenue recognition, stock-based compensation, valuation of common stock, valuation of senior secured convertible notes, warrant liability, earnout share liabilities, accruals for potential liabilities including income taxes, valuation of deferred tax assets and valuation assumptions related to share-based compensation. Income (Loss) Per Share Basic income (loss) per share is based upon the net income (loss) for the three and nine months ended September 30, 2025 and 2024 divided by the weighted average shares of common stock outstanding. Diluted net income per share is determined using the weighted average number of common shares and potential common shares (representing the dilutive effect of stock options, warrants and stock appreciation rights) outstanding during the period using the treasury stock method. Common stock equivalents for the nine months ended September 30, 2024 are not included in the calculation of diluted earnings (loss) per share given the Company incurred a loss and they are anti-dilutive. See Note 14—Earnings per share. Reportable Segments The Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 280, Segment Reporting , requires that an enterprise report selected information about reportable segments in its financial reports issued to its stockholders. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Chief Executive Officer, Chief Financial Officer and President are the Company’s CODM. The CODM monitors the revenue and expense components of the various products and services the Company offers, but operations are managed and financial performance is evaluated on a corporation-wide basis in comparison to a business plan which is developed each year. Accordingly, all operations are considered by the CODM to be one operating segment and one reportable segment as contained in the Consolidated Statements of Operations and Comprehensive Income (Loss) to the consolidated financial statements. The CODM uses consolidated net income (loss) as its required measure of segment profit/loss, as such measure is determined in accordance with the measurement principles most consistent with the consolidated financial statements. Recent Accounting Pronouncements All recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements. 3. Advances due to and from Founders Advances due to Founders As of January 1, 2024, advances due to founders totaled $ 1,750,000 . During 2024, Mr. Huang and Mr. Xu (founders and officers) advanced Airship AI $ 2,100,000 and were repaid $ 2,550,000 , with $ 1,300,000 recorded as advances from founders as of December 31, 2024. During 2025, Mr. Huang and Mr. Xu were repaid $ 650,000 each, with $ 0 recorded as advances from founders as of September 30, 2025. The outstanding advances as of December 31, 2024 were non-interest bearing and the Company paid the balance off as of September 30, 2025. 15 Table of Contents 4. Revenues Disaggregation of Revenue The Company’s net revenues for the three months ended September 30, 2025 and 2024 consisted of approximately $ 0.2 million and $ 1.7 million, respectively, of hardware and software bundled systems for which revenue is transferred at a point in time. The Company’s net revenues for the nine months ended September 30, 2025 and 2024 consisted of approximately $ 5.0 million and $ 16.5 million, respectively, of hardware and software bundled systems for which revenue is transferred at a point in time. The Company’s remaining net revenue for the three months ended September 30, 2025 and 2024 of approximately $ 1.0 million and $ 1.1 million, respectively relates to PCS revenue and other services which are transferred over time. The Company’s remaining net revenue for the nine months ended September 30, 2025 and 2024 of approximately $ 3.8 million and $ 3.3 million, respectively, relates to PCS revenue and other services which are transferred over time. Within each product category, contract terms, conditions and economic factors affecting the nature, amount, timing, and uncertainty around revenue recognition and cash flow are substantially similar. Contract Balances A receivable is recognized in the period the Company delivers goods or provides services or when the Company’s right to consideration is unconditional. The Company usually does not record contract assets because the Company has an unconditional right to payment upon satisfaction of the performance obligation, and therefore, a receivable is more commonly recorded than a contract asset. Receivables are generally paid within thirty days and there is no financing element to the customer contracts. As of September 30, 2025 and December 31, 2024, there are no unbilled receivable balances. The Company’s short-term and long-term deferred revenue balances totaled $ 4,652,485 and $ 2,749,263 as of September 30, 2025. The Company’s short-term and long-term deferred revenue balances totaled $ 3,238,483 and $ 2,951,850 as of December 31, 2024. Remaining Performance Obligations As of September 30, 2025 and December 31, 2024, the Company had approximately $ 7.4 million and $ 6.2 million of remaining performance obligations, which were comprised of deferred service contracts not yet delivered. The Company expects to recognize approximately 16 % of its remaining performance obligations as revenue in fiscal 2025 and the remaining 84 % in fiscal 2026 and years thereafter. Costs to Obtain or Fulfill a Contract The Company does not pay any material variable compensation to obtain a customer contract. Additionally, the majority of the Company’s cost of fulfillment as a seller of products is classified as inventory and then cost of revenue when the product is sold. Other costs of contract fulfillment such as software maintenance are expensed in the period incurred and align with when the revenue is amortized. 5. Notes Payable and Convertible Notes Payable On June 22, 2023, the Company issued a $ 2,000,000 senior secured convertible promissory note to Platinum Capital Partners, Inc. During the year ended December 31, 2024, the Company issued 879,051 shares of common stock related to the conversion of $ 2,000,000 of the senior secured convertible promissory note. On October 3, 2023, the Company issued senior secured convertible promissory notes for $ 600,000 to two private investors. At the option of the holders, the notes were convertible into cash, common stock or a combination of cash and stock. On March 5, 2024, the two private investors converted the notes with a face value of $ 600,000 and interest into 169,204 shares of the Company’s common stock valued at $ 835,610 . On September 13, 2024, the Company issued an additional 86,198 shares of common stock related to the conversion of notes at $ 2.65 per share. During the nine months ended September 30, 2024, the Company recorded an unrealized loss due to the increase in the fair value of the convertible notes payable totaling $ 141,636 . 16 Table of Contents 6. Stockholders’ Deficit Authorized and Outstanding Stock The Company is a Delaware company and its affairs are governed by its certificate of incorporation, its bylaws and the Delaware General Corporation Law and the common law of the State of Delaware. The Company’s charter authorizes the issuance of 205,000,000 shares, consisting of 200,000,000 shares of common stock and 5,000,000 shares of preferred stock, par value $ 0.0001 per share. Details on the common stock, preferred stock and equity incentive plans were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and filed with the SEC on February 28, 2025. Common Stock As of September 30, 2025 and December 31, 2024, there were 32,013,300 and 30,588,413 shares of common stock outstanding, respectively. Nine months Ended September 30, 2025 During the nine months ended September 30, 2025, the Company had the following issuances of equity securities: As of September 30, 2024, the Company determined the First Operating Performance Milestone of the earnout shares was achieved resulting in the vesting of 1,250,000 shares, of which 1,160,906 shares of the Company’s common stock were issued to applicable personnel on January 7, 2025. During the nine months ended September 30, 2025, investors exercised warrants for 13,302 shares of the Company’s common stock at $4.50 per share, and the Company received proceeds of $59,850. During the nine months ended September 30, 2025, the Company issued an aggregate of 250,679 shares of common stock and received $ 90,811 upon the exercise of stock options at exercise prices ranging from $ 0.12 to $ 2.95 per share. 2023 Equity Incentive Plan The Company has adopted the 2023 Equity Incentive Plan (the “2023 Plan”), which plan was approved by stockholders at the extraordinary general meeting held in December 2023. Details on the equity incentive plan were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and filed with the SEC on April 1, 2024. The 2022 Combined Incentive and Non-Qualified Stock Option Plan (the “2022 Plan”) is no longer available for use for the grant of future awards. The 2022 Plan will continue to govern the terms of awards that have been granted under the 2022 Plan before, and that are still outstanding following the Merger. The aggregate number of shares of common stock initially reserved and available for grant and issuance under the 2023 Plan is 4,000,000 . Such aggregate number of shares of stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024 and ending on January 1, 2033, in an amount equal to 2.0 % of the total number of shares of common stock outstanding on December 31 of the preceding year. The aggregate number of shares of common stock reserved for grant and issuance under the 2023 Plan is 3,240,949 as of September 30, 2025. The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the period which an employee is required to provide service in exchange for the award requisite service period. 17 Table of Contents The Company had the following stock option activity during the nine months ended September 30, 2025: Options Weighted Average Shares Exercise Price Outstanding as of January 1, 2025 5,527,559 $ 1.04 Granted 825,000 3.75 Exercised ( 250,679 ) ( 0.36 ) Forfeited ( 107,500 ) ( 2.95 ) Outstanding as of September 30, 2025 5,994,380 $ 1.40 During the nine months ended September 30, 2025, the Company granted stock options to nine employees and directors to purchase an aggregate of 825,000 shares of common stock with an exercise price of $ 3.75 and which vest primarily quarterly over four years and expire during 2035. During the nine months ended September 30, 2025, the Company issued an aggregate of 250,679 shares of common stock and received $ 90,811 upon the exercise of stock options at exercise prices ranging from $ 0.12 to $ 2.95 per share. The following table summarizes information about stock options outstanding and exercisable as of September 30, 2025: Weighted Weighted Weighted Average Average Weighted Average Remaining Life Range of Number Remaining Life Average Number Exercise Price In Years - Vested Exercise Prices Outstanding In Years Exercise Price Exerciseable Exerciseable and Exercisable $ 0.12 2,247,033 3.29 $ 0.12 2,247,033 $ 0.12 3.29 0.57 879,011 2.54 0.57 879,011 0.57 2.54 1.49-1.65 1,086,086 6.48 1.64 685,447 1.64 6.48 2.86-2.95 957,250 9.01 2.90 255,057 2.90 9.01 3.27-4.47 825,000 9.64 3.75 188,124 3.75 9.64 5,994,380 5.55 $ 1.40 4,254,672 $ 0.78 5.55 There were 5,994,380 options to purchase common stock at an average exercise price of $ 1.40 per share outstanding as of September 30, 2025 under the 2023 Plan. The Company recorded $ 221,659 and $ 139,409 of compensation expense, net of related tax effects, relative to stock options for the three months ended September 30, 2025 and 2024, respectively, in accordance with ASC 718. The Company recorded $ 765,764 and $ 420,824 of compensation expense, net of related tax effects, relative to stock options for the nine months ended September 30, 2025 and 2024, respectively, in accordance with ASC 718. As of September 30, 2025, there were $ 2,879,281 of total unrecognized costs related to employee granted stock options that were not vested. These costs are expected to be recognized over a period of approximately 3 years. The significant weighted-average assumptions relating to the valuation of the Company’s stock option grants were as follows for the three months ended September 30, 2025: Assumptions 9/30/2025 Estimated stock price $ 4.34 Exercise price $ 4.25 Dividend yield 0 % Expected life 4 years Expected volatility 60.7 % Risk free interest rate 3.64 % There were stock incentive plan awards outstanding at September 30, 2025 totaling 5,994,380 shares with an aggregate intrinsic value of $ 22,572,097 . 18 Table of Contents Stock Appreciation Rights Plan Related to the Share Exchange Agreement with Super Simple AI, Inc., on February 17, 2022, the Company’s Board of Directors approved the 2022 Stock Appreciation Rights Plan (the “SAR Plan”) to issue a maximum of 1,500,000, which was later adjusted to 2,637,150 stock appreciation rights (“SARs”) after the Merger . As of September 30, 2025 and December 31, 2024, there were 1,758,000 SARs outstanding with a base value of $ 0.12 and January 2028 expiration. There were no SAR grants during the three months ended September 30, 2025 or the year ended December 31, 2024. Warrants to Purchase Common Stock See Note 11 for public and private placement warrants assumed after the merger. The Company had the following warrant activity during the nine months ended September 30, 2025: During the nine months ended September 30, 2025, investors exercised warrants for 13,302 shares of the Company’s common stock at $ 4.50 per share, and the Company received proceeds of $ 59,850 . Warrant activity for the nine months ended September 30, 2025 was as follows: Weighted Average Exercise Warrants Price Outstanding January 1, 2025 21,961,690 $ 4.13 Issued - - Exercised ( 13,302 ) ( 4.50 ) Forfeited - - Outstanding at September 30, 2025 21,948,388 $ 4.13 A summary of the warrants outstanding as of September 30, 2025 were as follows: Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life ( In Years) Price Exercisable Price 2,689,902 2.70 $ 1.77 2,689,902 $ 1.77 220,000 4.00 2.36 220,000 2.36 216,216 3.87 3.47 216,216 3.47 18,822,270 3.34 4.50 18,822,270 3.34 21,948,388 3.31 $ 4.13 21,948,388 $ 4.13 There were warrants outstanding at September 30, 2025 totaling 21,948,388 shares with an aggregate intrinsic value of $ 22,742,571 . Earnout Liability See Note 12 for common stock shares related to earnout liability. 7. Employee 401(k) Plan The Company has a 401(k) plan for its employees. The plan provides for a 3.5% match on up to 6% of deferred salary . The Company expensed $ 27,354 and $ 52,456 of contributions during the three months ended September 30, 2025 and 2024, respectively. The Company expensed $ 134,000 and $ 153,254 of contributions during the nine months ended September 30, 2025 and 2024, respectively. 19 Table of Contents 8. Related Party Transactions Advances due to Founders As of January 1, 2024, advances due to founders totaled $ 1,750,000 . During 2024, Mr. Huang and Mr. Xu advanced Airship AI $ 2,100,000 and were repaid $ 2,550,000 , with $ 1,300,000 recorded as advances from founders as of December 31, 2024. During 2025, Mr. Huang and Mr. Xu were repaid $ 650,000 each, with $ 0 recorded as advances from founders as of September 30, 2025. The outstanding advances as of December 31, 2024 were non-interest bearing and the Company paid the balance off as of September 30, 2025. 9. Commitments, Contingencies and Legal Proceedings Legal Proceedings The Company may from time to time become a party to various legal proceedings arising in the ordinary course of its business. The Company is currently not a party to any pending legal proceedings that is not ordinary routine litigation incidental to its business. Properties and Operating Leases-Right of Use Asset and Lease Liability Lease agreements are evaluated to determine whether an arrangement is or contains a lease in accordance with ASC 842, Leases . Right of use lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The incremental borrowing taking into consideration the Company’s credit quality and borrowing rate for similar assets is used in determining the present value of future payments. Lease expense is recorded as general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). The Company elected the package of transitional practical expedients, under which (1) the Company did not reassess whether any expired or existing contracts are or contain leases, (2) the Company did not reassess the lease classification for any expired or existing leases and (3) the Company did not reassess initial direct costs for any existing leases. Additionally, the Company elected the short-term lease recognition exemption for all leases that qualify, meaning it does not recognize right-of use assets or lease liabilities for those leases. The Company also elected the practical expedient to not separate lease and non-lease components for all asset classes. On July 13, 2023, the Company entered into a lease in Redmond, WA for 15,567 square feet of office and warehouse space which started October 1, 2023. The monthly payment is $ 25,000 per month. The lease expires October 31, 2027 and the monthly payment increases 3 % on July 31, 2024 and each year thereafter. There is a one three year option to extend the lease based on the fair market rate on October 31, 2027, which the Company expects to exercise. On February 1, 2025, the Company entered into an office lease in Mooresville, North Carolina. The Company leases 5,240 square feet and the net monthly payment is $ 9,105 . The lease expires January 31, 2028 and the monthly payment increases 3 % on February 1, 2026 and each year thereafter. There is no option to extend the lease. The Company has entered into operating leases for office and development facilities for three to four years and may include an option to renew. The Company determines whether an arrangement is or contains a lease based upon the unique facts and circumstances at the inception of the lease. Operating lease liabilities and their corresponding right-of-use assets are recorded based upon the present value of the lease payments over the expected lease term. As of September 30, 2025 and December 31, 2024, total operating lease liabilities were $ 966,873 and $ 943,703 , respectively. Right of use assets was $ 908,029 and $ 882,024 at September 30, 2025 and December 31, 2024, respectively. Current lease liabilities were $ 427,498 and $ 305,178 at September 30, 2025 and December 31, 2024, respectively. In the three months ended September 30, 2025 and 2024, the Company recognized $ 115,742 and $ 88,428 in total lease costs for the leases, respectively. In the nine months ended September 30, 2025 and 2024, the Company recognized $ 333,902 and $ 265,283 in total lease costs for the leases, respectively. Because the rate implicit in each lease is not readily determinable, the Company uses its estimated incremental borrowing rate to determine the present value of the lease payments. 20 Table of Contents The weighted average remaining lease term for the operating leases was twenty nine months at September 30, 2025 and the weighted average discount rate was 7 %. The minimum future lease payments as of September 30, 2025 are as follows: Years Ended September 30, 2026 $ 478,922 2027 493,302 2028 75,448 Total remaining payments 1,047,672 Less imputed interest ( 80,799 ) Total lease liability $ 966,873 10. Income Taxes The Company recorded a provision for income taxes of $ 0 for the nine months ended September 30, 2025 and 2024. The Company’s effective tax rate was 0 % for the nine months ended September 30, 2025 and 2024. The difference between the effective tax rate and the federal statutory tax rate for the nine months ended September 30, 2025 and 2024 primarily related to the valuation allowance on the Company’s deferred tax assets. For interim periods, the Company estimates its annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. The Company also computes the tax provision or benefit related to items reported separately and recognizes the items net of their related tax effect in the interim periods in which they occur. The Company also recognizes the effect of changes in enacted tax laws or rates in the interim periods in which the changes occur. As of September 30, 2025 and December 31, 2024, the Company retains a full valuation allowance on its deferred tax assets. The realization of the Company’s deferred tax assets depends primarily on its ability to generate taxable income in future periods. The amount of deferred tax assets considered realizable in future periods may change as management continues to reassess the underlying factors it uses in estimating future taxable income. On July 4, 2025, the United States enacted federal tax legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBB Act”). The OBBB Act makes permanent certain elements of the Tax Cuts and Jobs Act, including immediate expensing of U.S. research and experimentation expenditures, various modifications to the international tax framework, and updates to executive compensation aggregation rules under Section 162(m) of the Internal Revenue Code. The Company evaluated the impact of the OBBB Act on its tax provision, valuation allowance, and uncertain tax positions. The OBBB Act did not have a material impact on the Company’s financial statements. The Company maintains a full valuation allowance, and any change in net deferred tax assets from the OBBB Act would be accompanied by a corresponding adjustment to the valuation allowance. 11. Warrant Liability At the Merger closing, the Company assumed 515,000 private placement warrants and 16,184,612 public warrants. On June 3, 2024, the Company permanently reduced the exercise price of such warrants from $ 11.50 per share to an exercise price of $ 7.80 per share. On November 20, 2024, the Company further reduced the exercise price of the outstanding public warrants and private warrants to an exercise price of $ 4.50 per share. The purpose of this reduced exercise price was to potentially raise proceeds received from the exercise of such warrants, if any, for working capital and general corporate purposes. 21 Table of Contents Details on the warrant liability were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and filed with the SEC on February 28, 2025. The public warrants will expire on December 21, 2028 . The following table is a summary of the number of shares of the Company’s common stock issuable upon exercise of the public and private warrants outstanding as of September 30, 2025 and December 31, 2024: September 30, 2025 Exercise Number of Shares Price Expiration Date Fair Value Public Warrants 16,145,108 $ 4.50 December 21, 2028 $ 26,962,330 Private Warrants 515,000 $ 4.50 December 21, 2028 $ 860,050 December 31, 2024 Exercise Number of Shares Price Expiration Date Fair Value Public Warrants 16,158,410 $ 4.50 December 21, 2028 $ 33,124,868 Private Warrants 515,000 $ 4.50 December 21, 2028 $ 1,055,750 12. Earnout Liability At the closing of the Merger, the Airship AI securityholders that hold shares of common stock of Airship AI, Airship AI options, Airship AI earnout warrants or Airship AI SARs had the contingent right to receive up to 5,000,000 earnout shares of the Company’s common stock if certain earnout milestones are met. Refer to the Company’s annual report on Form 10-K filed with the SEC on February 28, 2025 for more information. As of September 30, 2025, the estimated fair value of the earnout liability decreased to $ 11,607,790 primarily due to the common stock issued to settle approximately $ 5.3 million of earnout liability that was previously achieved plus the decrease in the Company’s share price, which resulted in a gain due to the change in fair value of the earnout liability during the nine months ended September 30, 2025 of approximately $ 6.4 million and is recorded on the consolidated statements of operations and comprehensive income (loss). In addition, a portion of the earnout shares may be issued to individuals with unvested equity awards. While the payout of these shares requires the achievement of the earnout milestones, the individuals must complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares. As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $ 2,675,223 (or $ 5.96 per share). As of September 30, 2024, the Company determined the first operating performance milestone was achieved resulting in the vesting of 1,250,000 earnout shares, of which 1,160,906 shares of the Company’s common stock were issued to applicable personnel on January 7, 2025. The fair value of the 1,160,906 vested shares on the issuance date of $ 5,282,008 was determined using the Company’s closing trading price on January 7, 2025 and was reclassified from earnout liability to equity as additional paid in capital on the consolidated balance sheet. The remaining 89,094 shares that vested as of September 30, 2024 will continue to be valued on a recurring basis as a Level 1 instrument until issued. The remaining unvested earnout shares continue to be accounted for as liabilities until their respective triggering event occurs. 22 Table of Contents 13. Fair Value Measurements The following table sets forth by level within the ASC 820, Fair Value Measurement, fair value hierarchy of the Company’s liabilities that are measured at fair value on a recurring basis as of September 30, 2025: September 30, 2025 Level 1 Level 2 Level 3 Total Liabilities- Earnout liability $ 460,614 $ - $ 11,147,176 $ 11,607,790 Warrant liability (Public Warrants) 26,962,330 - - 26,962,330 Warrant liability (Private Warrants) - 860,050 - 860,050 Total liabilities measured at fair value $ 27,422,944 $ 860,050 $ 11,147,176 $ 39,430,170 The following table sets forth by level within the ASC 820, Fair Value Measurement, fair value hierarchy of the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2024: December 31, 2024 Level 1 Level 2 Level 3 Total Liabilities- Earnout liability $ 7,825,000 $ - $ 15,479,808 $ 23,304,808 Warrant liability (Public Warrants) 33,124,868 - - 33,124,868 Warrant liability (Private Warrants) - 1,055,750 - 1,055,750 Total liabilities measured at fair value $ 40,949,868 $ 1,055,750 $ 15,479,808 $ 57,485,426 The estimated fair value of the earnout liability was determined using a Monte Carlo Model. The assumptions utilized in the calculation are based on the achievement of certain milestones including projected stock price, volatility, probability of meeting the federal law enforcement agency growth and risk-free rate. The following assumptions were used in the simulation at each valuation date: September 30, 2025 December 31, 2024 Stock price $ 5.17 $ 6.26 Risk-free interest rate 3.63 % 4.33 % Expected term (in years) 3.3 4 Expected volatility 61.2 % 57.1 % Dividend yield 0 % 0 % The fair value of the 1,250,000 vested shares as of December 31, 2024 of $ 7,825,000 was determined using the Company’s closing trading price on December 31, 2024. On January 7, 2025, 1,160,906 shares were issued with a fair value of $ 5,282,125 to applicable personnel and were reclassified to equity as additional paid in capital. The fair value of the remaining 89,094 shares that vested as of September 30, 2024 was determined using the Company’s closing stock price on September 30, 2025. The initial estimated fair value of the private warrants was measured using a Monte Carlo simulation. The estimated fair value of the public warrants is based on the listed price in an active market for such warrants and the fair value of the private placement warrants continues to be measured based on the public warrants listed price. There were no transfers of financial instruments between valuation levels during the nine months ended September 30, 2025 and 2024. 23 Table of Contents 14. Earnings per Share The following table sets forth the computation of basic and diluted net (loss) income per share attributable to common stockholders: September 30, 2025 September 30, 2024 Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Net income (loss) $ 6,409,873 6,360,807 $ 6,213,956 ( 7,288,520 ) Less: interest expense and remeasurement of convertible debt - - ( 236,724 ) - Net income (loss) - Diluted 6,409,873 6,360,807 5,977,232 ( 7,288,520 ) Weighted average shares outstanding- Basic 31,970,364 31,850,348 24,696,425 23,609,189 Add: dilutive effect of stock options, SARs, vested earnout shares and Airship warrants 10,001,993 9,822,048 10,749,269 - Diluted 41,972,357 41,672,396 35,445,694 23,609,189 Income (loss) per share- Basic $ 0.20 $ 0.20 $ 0.25 $ ( 0.31 ) Diluted $ 0.15 $ 0.15 $ 0.17 $ ( 0.31 ) The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: September 30, 2025 September 30, 2024 Public Warrants - 16,159,012 Private Warrants - 515,000 Warrants - 216,216 Outstanding stock options - 525,000 - 17,415,228 The 3,750,000 remaining unvested earnout shares as of September 30, 2025 are excluded from basic and diluted net loss per share as such shares are contingently issuable until the Company exceeds certain milestone thresholds that have not been achieved. 15. Subsequent Events The Company evaluated subsequent events, for the purpose of adjustment or disclosure, up through the date the financial statements were issued. Subsequent to September 30, 2025, there were no material transactions that occurred that would require recognition or disclosure in the financial statements. Backlog Backlog as of October 6, 2025 was approximately $ 11 million, representing firm fixed price contracts awarded in the third quarter of 2025 that will be shipped and invoiced through the remainder of calendar year 2025 and early 2026. Warrant Exercise On October 8, 2025, the Company entered into warrant exercise inducement offer letter with the holder of its existing common stock warrants exercisable for an aggregate of 2,162,162 shares of its common stock to exercise its existing warrants at the existing exercise price of $ 4.50 per share, in exchange for the Company’s agreement to issue new common stock warrants to purchase 2,702,702 shares of common stock at an exercise price per share of $ 6.20 . The aggregate gross proceeds from the exercise of the existing warrants were approximately $ 9,729,729 , before deducting financial advisory fees. The Company intends to use the net proceeds from the exercise of the existing warrants for working capital and general corporate purposes. The shares of common stock issuable upon exercise of the existing warrants are registered for issuance pursuant to a registration statement on Form S-3 (File No. 333-284462), which was declared effective by the SEC on January 31, 2025. In consideration for the immediate exercise of the existing warrants for cash, the holder received the inducement warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The inducement warrants have an exercise price of $6.20 per share, are immediately exercisable and will be exercisable for five and one-half years from the date of issuance. The inducement warrants and the shares of common stock underlying the inducement warrants offered in the private placement have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company filed a resale registration statement on Form S-3 with the SEC to register the resale of the shares of common stock underlying the inducement warrants. 24 Table of Contents